Recapitalization Steps Sample Clauses

Recapitalization Steps. On the Closing Date, the Parties shall consummate the following transactions in the following order: (a) Onshore GP will cause Offshore Blocker to distribute in-kind an interest in Onshore AIV to Offshore Holdings in full redemption of Offshore Holdings’ interest in Offshore Blocker, and Onshore Holdings will consummate the debt contribution contemplated by the Debt Contribution Agreement; (b) Offshore Holdings will contribute such interest in Onshore AIV received in the distribution described in Section 2.1(a) to the TCP Blocker Entity in exchange for an interest in the TCP Blocker Entity; (c) TCP SRAM Holdings will make an in-kind distribution of an aggregate of 794,816.24457 Class A Units owned by TCP SRAM Holdings to Onshore AIV in partial redemption of Onshore AIV’s interests in TCP SRAM Holdings; (d) Onshore GP will cause Onshore AIV to make an in-kind distribution of 716,024.33028 Class A Units received in the distribution described in Section 2.1(c) to TCP Blocker Entity in full redemption of TCP Blocker Entity’s interest in Onshore AIV, and immediately thereafter, TCP Blocker Entity will execute and deliver the Joinder to, and thereby become a member of, the Company; (e) Onshore GP will cause Onshore AIV to make an in-kind distribution of 78,791.91429 Class A Units received in the distribution described in Section 2.1(d) to AIV GP and immediately thereafter, AIV GP will contribute such Class A Units to TCP SRAM Holdings in exchange for interests in TCP SRAM Holdings; (f) the Company will cause SRAM, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company, to distribute an aggregate of $575,000,000.00 to the Company; (g) immediately following the distribution described in Section 2.1(f), the Company will distribute an aggregate amount of $459,850,244.28 to, or for the account of, TCP SRAM Holdings and the Co-Investors, as allocated in accordance with Schedule 2.1(g), in full redemption of their respective Class A Units; (h) immediately following the distribution described in Section 2.1(g), the Company will distribute $115,149,755.72 to SRAM-SP2 in redemption of 575,820.29 Class B Units held by SRAM-SP2; (i) immediately following the distribution described in Section 2.1(h), SRAM-SP2 or its designee will purchase from the Sellers, and the Sellers shall sell to SRAM-SP2 or its designee, all of the Sellers’ right, title, and interest in and to, as applicable, (i) all of the outstanding shares of capital stock of GMF SRAM ...